Allarity Therapeutics, Inc.

Current report

Sales of our common stock under our equity line of credit with Tumim Stone Capital LLC may result in substantial dilution to our stockholders, may adversely affect the market price of our common stock and may not provide us with the full amount of capital contemplated by the facility.

Current report

On January 28, 2026, we entered into a Common Stock Purchase Agreement with Tumim Stone Capital LLC, or Tumim, under which we have the right, but not the obligation, to direct Tumim to purchase up to $6.0 million of newly issued shares of our common stock, subject to the conditions and limitations contained in the agreement. During the six months ended June 30, 2026, we sold 2,000 shares under the agreement for gross proceeds of $2,000, and approximately $5.998 million remained available under the facility as of June 30, 2026.

Current report

Any issuances under the facility will dilute the ownership and voting interests of our existing stockholders. Tumim may resell shares it acquires into the public market, and such sales, or the perception that such sales may occur, could cause or contribute to a decline in the market price of our common stock. A decline in our market price could increase the number of shares that we would need to issue to raise the same amount of proceeds, result in further dilution and make it more difficult for us to raise additional capital on favorable terms.

Current report

Our obligations under the Streeterville financing may materially impair our liquidity and financing flexibility, and a trigger event or default could result in acceleration, increased amounts owed, enforcement against restricted cash, pledged equity and subsidiary guarantors, and dilution to our stockholders.

Current report

On March 2, 2026, we entered into a Note Purchase Agreement with Streeterville Capital, LLC, or Streeterville, under which we issued an A-1 Note and a B Note for aggregate gross proceeds of $20.0 million. The A-1 Note had an initial stated principal amount of approximately $10.93 million, including an original issue discount and transaction-expense reimbursement, bears interest at 9% per annum compounded daily and matures on September 2, 2027. The B Note has a principal amount of $10.0 million, bears interest at 5% per annum compounded daily and also matures on September 2, 2027.

Current report

Although no redemptions, covenant breaches or defaults had occurred as of June 30, 2026, there can be no assurance that we will remain in compliance with the financing documents or have sufficient cash to satisfy all redemptions and other obligations when due. We may need to raise additional capital to make payments under the notes, including through issuances of common stock or other equity-linked securities. Any such financing could be highly dilutive, could be available only on unfavorable terms or might not be available at all. A default or enforcement action also could trigger defaults under other agreements, materially adversely affect our liquidity and ability to continue our development programs and cause the market price of our common stock to decline.

Current report

ALLR Sponsor LLC (the“Subsidiary”), our fully-owned subsidiary, which we consolidate as a variable interest entity, may expose us to additional financial, operational, regulatory, accounting, conflicts-of-interest and reputational risks.

Current report

We have determined that Subsidiary is a variable interest entity and that we are its primary beneficiary because we have the power to direct the activities that most significantly affect its economic performance and have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the Subsidiary. Accordingly, we consolidate the Subsidiary in our condensed consolidated financial statements.

Current report

The Subsidiary may incur formation, professional, offering, operating, and other costs. The Subsidiary also may make investments, advances or other capital commitments and may enter into indemnification, reimbursement or support arrangements. Amounts invested or advanced by us or the Subsidiary may not be recoverable, and the Subsidiary may incur additional wind-down, professional or other expenses.

Current report

Cumulative shares represent all shares purchased under the 2026 Share Repurchase Plan since its adoption.